Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Proposed Merger On May 2, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gaia Purchaser, Inc., a Delaware corporation (“Parent”), and Gaia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which the Company is to be acquired by Long Lake Management (the "Buyer"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of the Company's Class A common stock that is issued and outstanding as of immediately prior to the effective time of the Merger (other than certain excluded shares and shares held by stockholders who properly exercise appraisal rights) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $9.50, without interest thereon. Further, outstanding equity awards granted by the Company under its equity plans, will be also be settled in cash in accordance with the terms of the Merger Agreement. The closing of the Merger is subject to satisfaction of certain customary conditions at or prior to closing, including adoption and approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon and receipt of required regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Notwithstanding the foregoing, in no event will Parent or Merger Sub be obligated to consummate the closing of the Merger prior to July 1, 2026. The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to the conduct of the Company's business between the signing of the Merger Agreement and the completion of the Merger. The Merger is expected to close in the second half of 2026.
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